Why “Once Upon A Time In America” Is One Of The Greatest Films Ever Made


Released in 1984, “Once Upon A Time In America” proved to be director Sergio Leone’s final cinematic statement. Most famous for films like “The Good, The Bad & The Ugly” and “Once Upon A Time In The West”, he spent over ten years planning “America”. Loosely based on a novel called “The Hoods” by Harry Grey, which was purported to be based upon real events, “Once Upon A Time In America” is a film that truly surpasses and transcends its genre trappings, addressing issues and ideas that are at the fabric of life such as loyalty, friendship, betrayal , vengeance, survival and the concept of time.

This is the rarest of rare film where every single filmmaking element such as writing, direction, acting, score, cinematography, production design and the like fit together and complement each other in the most perfect way. It is still the yardstick to which all others must be measured.

“Once Upon A Time In America” is most definitely something of an acquired taste. Long, challenging and rambling, it can very well lose and alienate some viewers. It’s like heavy machinery-not for everyone. However, if one is patient and works with it, going where it takes them, it can be an incredibly rewarding and enriching experience.

For me, it’s the first film that taught me about subtext in cinema, and the way that a shot, a word, a look or a gesture, whether they be physical or spiritual, can say more than a million words ever could. It taught me to dive under the surface of a film, and is still one that resonates with me quite deeply thirty years since its initial release.

From a narrative perspective, it charts the rise and fall of Jewish gangsters in New York over the course of fifty years. It concentrates on three time periods in the lives of its characters, primarily focusing upon David “Noodles” Aranson (Robert De Niro) and Maxamillian Berkowitz (James Woods). First of all, you have 1921 or thereabouts, where the characters are entering adolescence and working their way up the ladder or organised crime. The bulk of the film is set in and around 1933, during the Prohibition period. Finally, there is a latter narrative strand that picks up the story in 1968.


The film features a highly fractured, non-linear approach to tell its story. For the first half hour or so, it jumps continually back in time, confusing the absolute hell out of the viewer but at the same time drawing them in. We first meet Noodles in 1933, fleeing from something that has happened, something that has caused the deaths of those nearest and dearest to him. We also subsequently meet him again in 1968, returning to the neighbourhood in which he grew up, one he fled thirty-five years previously.

In an unhurried style and approach, “Once Upon A Time In America” begins to slowly reveal itself. There is a constant ringing sound of a telephone early in the film. We learn about that phone call and the subsequent reverberations it has on Noodles, further fueling his submergence into drug addiction. We first meet him in an opium den, well and truly in the throes of addiction.

Upon his return, we start to get an extended glimpse into the earlier life of Noodles, Max and their friends when they were children. We also encounter the undying love he holds for Deborah, beautifully played as a child by Jennifer Connolly (in her film debut) and the striking Elizabeth Mc Govern as an adult. It is here that the film really hits upon something in the way it depicts Noodles and his friends, Patsy and Cockeye, trying to rise up the ranks of the criminal world. It also displays how Max becomes part of this crew and something of a blood brother to Noodles.

Not only do you have the personal factor of these kids trying to find a way in a tough and unforgiving world where only the strong survive, it also serves as a commentary of America in its early years and the way it is trying to establish and make something of itself. That personal/world view parallel is something that Leone creates beautifully and never overdoes.

once upon a time in america adult

Even though it deals with organised crime, there is a lightness of touch to the scenes where we see the younger selves of the characters in regards to narrative structure and arc. Never has there been an actor matchup between younger versions of characters and their older selves, with another set of actors, that has been so perfectly tuned.

This, however, is corrupted and violated in an irreversible way when Noodles murders his rival, Bugsy, and a police officer in vengeance for Bugsy killing the youngest of the gang, Dominic. There is a stunning sequence where Noodles, in the back of a paddy wagon, waves goodbye to Max and the rest of the gang. It is the first step that takes us towards the lower depths to which Noodles will succumb to as the story progresses.

The story picks up when Noodles is released from jail as an adult. The gang have made good with the rise of Prohibition and their work as bootleggers. Noodles still holds a candle for Deborah, who has avoided the life of crime and become an actress. Conflict arises between Noodles, who is content with what they have, as opposed to Max, who is making connections on both a criminal and political level to further raise their profile and exposure, something Max, on several occasions, doesn’t agree on. This will reach a tipping point, which will cost the lives of those nearest and dearest to Noodles. Also, while an essentially decent man, Noodles is very much torn between this decency and his more base, ruthless side.

This is never more evident than in a remarkable sequence where he finally takes Deborah out on a date. It reaches a shocking, deeply disturbing and irreversible end. This is the first step that sends Noodles hurtling towards the opium dens and escape.

The latter sequences of “Once Upon A Time In America” see Noodles confront his part in the physical and spiritual sense. We also see his connection with one Senator Christopher Baily, who is involved in a scandal during that time.

What makes this film fly above all the others? Apart from the aforementioned combination of cinematic elements, it is the way the story is told that spellbinds the viewer. Leone creates a world that is incredibly easy and seductive to get lost in. This film was made in a day before CGI was a prevalent as it is now. The street scenes set in the early Twenties were done for real, created on studio backlots, an art form that is lost in modern movie making.

Also, composer Ennio Morricone, in perfect ‘simpatico’ with his director, had most of the score written and recorded before a single frame was shot. The soundtrack was played on set, really infusing the making of the film with a sense of character that fit brilliantly.

The ‘rise and fall’ element of the crime story is compelling in itself. However, the way it serves as a microcosm for the ‘growing up’ of America as a country is what really sets it apart. Lifted by some remarkable performances, particularly those of De Niro and Woods, it paints a pertinent and unforgiving portrait of a nation forming itself.

It is, at times, an incredibly ambiguous story. For years, the idea of the ‘dream theory’ has floated around in regards to how one interprets “Once Upon A Time In America”. Think of the first and last time we meet Noodles in this story, the exact location. We meet him in an opium den. This is a gorgeous illustration of the idea of the ‘unreliable narrator’ or the fact that we see the story from the perspective of a blown mind.

The ‘dream theory’ goes as thus. Everything until the death of Max, Patsy & Cockeye is real, as is the pursuit of gangsters from ‘The Combination’ looking for Noodles and slaying or beating anyone who dares to get in their way. However, the latter day scenes in the film, set in 1968, may not in actual fact be reality and could be nothing more than an opium dream Noodles is having.

The surprising scene, such as when Noodles meets Deborah’s son, David, manage to be both plausible and exaggerated at the same time. Ditto the story arc involving Senator Baily. However, at the same time, one notices details that are dead on to that part of the era, such as the cars, television and hippies in the background on one shot set in a train station. Personally, I can see evidence for both interpretations. However, I just like to let that train of thought and interpretation hang there and be ambiguous.


Why isn’t this masterpiece more well-known than it is? That all goes back to the studio on its initial release. In their infinite wisdom, they cut a near four hour film down to nearly two and a half and recut all the scenes into chronological order, thereby creating an incomprehensible mess, totally destroying Leone’s vision and intent.

Thankfully, the full 227 minute cut was the one that was finally seen by the majority of the world. It was a film that should have been up for multiple Oscars, but was handled in an incredibly negative way by its studio, totally unaware of what they had. The score, considered by many to be Morricone’s finest, didn’t even make it for an Oscar nomination because the proper paperwork wasn’t filed!

Now at a time when we’re past all that, thirty years down the track, one can appreciate the film for what it is; nothing short of a masterpiece. It continues to remain a noble, bold and challenging work, looking at some of the big themes and concepts that define life. Although blessed with an at times wicked sense of humour – check out the “Thieving Magpie” scene in the hospital, where the gang, disguised as doctors, change the babies around in the maternity ward in order to blackmail a policeman – there is a complete lack of the ironic, hip humour that defines other gangster films.

Instead, there is this sense of melancholy that permeates the frame, especially after the deaths of the majority of the gang and an older Noodles (a superior makeup job on De Niro) facing his past and all that it entails.

Some accuse the film of misogyny, particularly in relation to its graphic and disturbing rape scenes. While confronting in the extreme, I feel that Leone is simply depicting and describing the ‘world of men’, with his view on women reflecting those views of Max and Noodles. Namely, the extreme view of ‘the madonna or the whore’. To these men, there is no middle ground. They are one or the other, and is something they, as men, struggle with through their lives.

Author Bio: Neil is a journalist, labourer, forklift and truck driver. In a previous life, he was a projectionist for ten years. He is a lifelong student of cinema.